R
|
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
£
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
Delaware
|
13-3186327
|
|
(State
or other jurisdiction of
incorporation
or organization)
|
(I.R.S.
Employer
Identification
No.)
|
|
2500
Plaza 5 Harborside Financial
Center
|
||
Jersey
City, New Jersey
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07311
|
|
(Address
of principal Executive
Offices)
|
(Zip
Code)
|
·
|
charged-off
receivables — accounts that have been written-off by the originators and
may have been previously serviced by collection
agencies;
|
·
|
freshly charged-off accounts that
have not been assigned for
collection;
|
·
|
sub-performing receivables —
accounts where the debtor is currently making partial or irregular monthly
payments, but the accounts may have been written-off by the originators;
and
|
·
|
performing receivables - accounts
where the debtor is making regular payments or pays upon normal and
customary procedures.
|
·
|
our direct relationships with
credit originators; and
|
·
|
brokers who specialize in the
sale of consumer receivable
portfolios.
|
|
·
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levels of consumer
debt;
|
|
·
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defaults of the underlying
receivables; and
|
|
·
|
utilization of third-party
providers to collect such
receivables.
|
|
·
|
knowledge of quantitative and
qualitative variables
|
|
·
|
knowledge of the history of debt
under consideration for
purchase
|
|
·
|
understanding of portfolio’s
characteristics than the originator/seller of the
debt.
|
|
·
|
How the debt is originated -
telemarketing, direct mail solicitation, face to face in the office, home,
or casual event. We further look at why the individual took on the debt -
was it to buy something of need or a spontaneous
purchase.
|
|
·
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Demographic of the debtor- socio
economic category.
|
|
·
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Outsource to specialist recovery
firms and avoiding pressure to keep internal collection personnel
busy.
|
|
·
|
our relationships with industry
participants, collection agencies, and
resellers;
|
|
·
|
brokers who specialize in the
sale of consumer and commercial receivable portfolios;
and
|
|
·
|
other
sources.
|
|
·
|
coordinating due diligence,
including in some cases on-site visits to the seller's
office;
|
|
·
|
stratifying and analyzing the
portfolio characteristics;
|
|
·
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valuing the
portfolio;
|
|
·
|
preparing bid
proposals;
|
|
·
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negotiating pricing and
terms;
|
|
·
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closing the purchase;
and
|
|
·
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the receipt of account
documentation for the acquired
portfolios.
|
|
·
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The number of collection agencies
previously attempting to collect the receivables in the
portfolio;
|
|
·
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the average balance of the
receivables;
|
|
·
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the age of the
receivables;
|
|
·
|
number of days since
charge-off;
|
|
·
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payments made since charge-off;
and
|
|
·
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demographics
|
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·
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adequate internal controls to
detect fraud;
|
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·
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the ability to provide post sale
support; and
|
|
·
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the capacity to honor buy-back
and return warranty
requests.
|
|
·
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debts paid prior to the cutoff
date;
|
|
|
·
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debts in which the consumer filed
bankruptcy prior to the cutoff
date;
|
|
·
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debtor is incarcerated;
and
|
|
·
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debts in which the consumer was
deceased prior to cutoff
date.
|
|
·
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In case of commercial
receivables, recourse is limited to fraud and lack of
documentation.
|
|
·
|
handling incoming calls from
debtors and collection agencies that are responsible for collecting on our
consumer receivable
portfolios;
|
|
·
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coordinating customer inquiries
and assisting the collection agencies in the collection
process.
|
|
·
|
Commercial servicing is
exclusively handled by servicer with limited involvement of the
Company.
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·
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other purchasers of consumer
receivables, including third-party collection companies;
and
|
·
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other financial services
companies who purchase consumer
receivables.
|
·
|
the
growth of consumer debt;
|
·
|
the
continued volume of consumer receivable portfolios available for sale;
and
|
·
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competitive
factors affecting potential purchasers and sellers of consumer receivable
portfolios.
|
·
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a
slowdown in the economy;
|
·
|
reductions
in consumer spending;
|
·
|
changes
in the underwriting criteria by originators;
and
|
·
|
changes
in laws and regulations governing consumer
lending.
|
·
|
the
timing and amount of collections on our consumer receivable
portfolios;
|
·
|
our
inability to identify and acquire additional consumer receivable
portfolios;
|
·
|
a
decline in the estimated value of our consumer receivable portfolio
recoveries;
|
·
|
increases
in operating expenses associated with the growth of our operations;
and
|
·
|
general
and economic market conditions.
|
·
|
Currency
fluctuations can have an impact on our recoveries from U.K.
portfolios.
|
·
|
purchase
consumer receivable portfolios; and
|
·
|
achieve
our growth plans.
|
·
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the
Fair Debt Collection Practices Act;
|
·
|
the
Federal Trade Commission Act;
|
·
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the
Truth-In-Lending Act;
|
·
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the
Fair Credit Billing Act;
|
·
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the
Equal Credit Opportunity Act; and
|
·
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the
Fair Credit Reporting Act.
|
·
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that
a broker or dealer approve a person's account for transactions in penny
stocks; and
|
|
·
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the
broker or dealer receive from the investor a written agreement to the
transaction, setting forth the identity and quantity of the penny stock to
be purchased.
|
·
|
obtain
financial information and investment experience objectives of the person;
and
|
|
·
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make
a reasonable determination that the transactions in penny stocks are
suitable for that person and the person has sufficient knowledge and
experience in financial matters to be capable of evaluating the risks of
transactions in penny stocks.
|
·
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sets
forth the basis on which the broker or dealer made the suitability
determination; and
|
|
·
|
that
the broker or dealer received a signed, written agreement from the
investor prior to the transaction.
|
·
|
On April 23, 2004, Reliant
Industries, Inc., Michael Wong and Debbie Wong filed a complaint with the
Supreme Court of the State of New York Suffolk County against
Biopharmaceuticals, Inc. and Edward Fine. Biopharmaceuticals,
Inc. is the Company’s former name. The plaintiffs allege that
the Company together with the other defendant committed fraud, breach of
contract and negligence. The plaintiffs are seeking monetary
payments for any loss that they may suffer as a result of the alleged
fraud, breach of contract and negligence as well as legal fees, punitive
damages and costs disbursements. The Company denies all
allegations and intends to defend this action vigorously. The
case was dismissed in the Company’s favor on February 7,
2007.
|
·
|
On
June 29, 2005, Allied Surgical Centers Management, LLC, et al. (“Allied”)
filed a complaint against the Company seeking declaratory and injunctive
relief in connection with contracts entered in April 2005 between Allied
and the Company pursuant to which the Company acquired various account
receivables from Allied (the “Contracts”). Such complaint was
filed in the Superior Court of the State of California, For the County of
Los Angeles, Central District. Allied is seeking a
declaratory judgment from the court which would exclude various account
receivables (the “Disputed Account Receivables”) from the
Contracts. Allied is also seeking a temporary restraining order
and preliminary injunction restricting the Company from attempting to
seize or collecting the Disputed Account Receivables. The
Company filed a cross complaint on July 15, 2005. In the cross
complaint, the Company is seeking an accounting, a mandatory injunction
for specific performance of the Contracts and damages in the amount of
$21,000,000 in connection with Allied’s alleged breach of contract, fraud,
intentional interference with prospective economic advantage, breach of
good faith, breach of fiduciary duty, conversion and
slander. The Company and Allied have reached a settlement in
connection with this matter. Allied has dropped all its claims and agreed
to pay all funds received since the purchase of Allied’s portfolio in
April 2005. The settlement agreement was executed on February 10, 2006.
The Company received the final settlement payment in February,
2008.
|
·
|
On September 9, 2005, the Company
filed a complaint with the Supreme Court of the State of New York - County
of New York against Triton Capital, Inc., Southern Capital Associates,
Inc., JMS Collections, LLC., Wendt Law Office, James Roscetti, and Dave
Dwyer for breach of contract, conversion, deceptive business practices and
unjust enrichment. The Company was seeking an amount no less than $46,931.
The Company reached a settlement with the Defendants and recovered $7,092
in July 2007.
|
Quarter
Ended
|
High
($)
|
Low
($)
|
||||||
March
31, 2007
|
.15 | .07 | ||||||
June
30, 2007
|
.14 | .07 | ||||||
September
30, 2007
|
.11 | .06 | ||||||
December
31, 2007
|
.03 | .03 | ||||||
March
31, 2008
|
.02 | .02 | ||||||
June
30, 2008
|
.02 | .02 | ||||||
September
30, 2008
|
.01 | .01 | ||||||
December
31, 2008
|
.006 | .006 |
Plan
Category
|
Number
of
Securities
to be
issued
upon
exercise
of
outstanding
options,
warrants
and
rights
|
Weighted-average
exercise
price of
outstanding
options,
warrants
and
rights
|
Number
of
securities
remaining
available
for future
issuance
under
equity
compensation
plans
(excluding
securities
reflected
in
column (a)
|
||||
Equity
compensation plans approved by security holders
|
2,500,000
|
$
|
0.15
|
950,000
|
|||
Equity
compensation plans not approved by security holders
|
—
|
—
|
—
|
||||
Total
|
2,500,000
|
$
|
0.15
|
950,000
|
For
the Year Ended September 30
|
||||||||
2008
|
2007
|
|||||||
Revenue
|
$ | 608,204 | $ | 352,944 | ||||
Cost
of goods sold
|
||||||||
Gross
profit
|
$ | 608,204 | $ | 352,944 | ||||
Operating
expenses
|
||||||||
Selling,
general and administrative
|
$ | 523,056 | $ | 633,064 | ||||
Total
operating expenses
|
$ | 523,056 | $ | 633,064 | ||||
Income
(loss) from operations
|
$ | 85,148 | $ | (280,120 | ) | |||
Other
(expense) income, net
|
$ | 83,511 | $ | (64,574 | ) | |||
Net
income (loss)
|
$ | 168,659 | $ | (344,694 | ) | |||
Basic
and diluted income (loss) per share
|
$ | 0.01 | $ | (0.02 | ) | |||
Diluted income (loss) per share | $ | 0.01 | - | |||||
Shares
used in calculation of loss per share:
|
||||||||
Basic
|
17,108,901 | 16,944,150 | ||||||
Diluted | 19,004,901 | 16,944,150 |
For
the Year Ended September 30
|
||||||||
2008
|
2007
|
|||||||
Cash
and cash equivalents
|
$ | 233,450 | $ | 286,530 | ||||
Working
Capital (deficit)
|
$ | 276,349 | $ | 165,049 | ||||
Total
assets
|
$ | 472,784 | $ | 660,020 | ||||
Long-term
obligations
|
— | $ | 133,021 | |||||
Total Stockholders'
equity
|
$ | 435,287 | $ | 280,318 |
Purchase
Period
|
Purchase
Price(1)
|
Actual
Cash
Collection
(2)
|
Estimated
(3)
|
|||||||||
12/31/2003
|
$ | 569,070 | $ | 1,756208 | $ | 29,067 | ||||||
4/11/2005
|
$ | 375,000 | $ | 444,045 | $ | 36,000 | ||||||
7/25/2005
|
$ | 177,668 | $ | 254,477 | $ | 54,877 | ||||||
3/9/2006
|
$ | 191,992 | $ | 213,095 | $ | 32,910 | ||||||
4/7/2006
|
$ | 331,974 | $ | 334,644 | $ | 25,264 | ||||||
12/31/04-12/20/06
|
$ | 780,875 | $ | 987,050 | $ | 159,034 | ||||||
1/7/2007
|
$ | 324,248 | $ | 250,971 | $ | 133,305 | ||||||
10/11/2007
|
$ | 201,982 | $ | 65,819 | $ | 136,163 |
(1)
|
Purchase
price refers to the cash paid to a seller to acquire defaulted
receivables, plus certain capitalized expenses, less the purchase price
refunded by the seller due to the return of non-compliant accounts (also
defined as buybacks). Non-compliant refers to the contractual
representations and warranties between the seller and the Company. These
representations and warranties from the sellers generally cover account
holders’ death or bankruptcy and accounts settled or disputed prior to
sale. The seller can replace or repurchase these
accounts.
|
(2)
|
Actual
cash collections net of recovery
cost.
|
(3)
|
Total
estimated collections refer to the actual cash collections, including cash
sales, plus estimated remaining collections of which we can provide no
guarantee regarding the success of the outstanding remaining collections.
The Company will take an impairment charge if the actual recoveries fall
short of expected recoveries.
|
·
|
the
availability of financing;
|
|
·
|
our
ability to maintain sufficient liquidity to operate our business including
obtaining new capital to enable us to purchase new
receivables;
|
·
|
our
ability to purchase receivable portfolios on acceptable
terms;
|
|
·
|
our
continued servicing of the receivables in our securitization transactions
and for the unrelated third party;
|
·
|
our
ability to recover sufficient amounts on receivables to fund
operations;
|
|
·
|
our
ability to hire and retain qualified personnel to recover our receivables
efficiently;
|
·
|
changes
in, or failure to comply with, government regulations;
and
|
|
·
|
the
costs, uncertainties and other effects of legal and administrative
proceedings.
|
PAGE(S)
|
||
FINANCIAL
STATEMENTS:
|
||
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
1
|
|
Consolidated
Balance Sheets as of September 30, 2008 and 2007
|
2
|
|
Consolidated
Statements of Income for the Years Ended September 30, 2008 and
2007
|
3
|
|
Consolidated
Statements of Stockholders’ Equity for the Years Ended September 30, 2008
and 2007
|
4
|
|
Consolidated
Statements of Cash Flows for the Years Ended September 30, 2008 and
2007
|
5
|
|
Notes
to Consolidated Financial Statements
|
6-17
|
2008
|
2007
|
|||||||
ASSETS
|
||||||||
CURRENT
ASSETS
|
||||||||
Cash
|
$ | 233,450 | $ | 286,530 | ||||
Prepaid
Expenses
|
939 | 1,241 | ||||||
Finance
receivables - short term
|
79,457 | 123,959 | ||||||
Total
current assets
|
313,846 | 411,730 | ||||||
OTHER
ASSETS
|
||||||||
Finance
receivables - long-term
|
158,938 | 248,290 | ||||||
Total
other assets
|
158,938 | 248,290 | ||||||
TOTAL
ASSETS
|
$ | 472,784 | $ | 660,020 | ||||
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
||||||||
CURRENT
LIABILITIES
|
||||||||
Accrued
and other expenses
|
$ | 37,497 | $ | 53,924 | ||||
Stock
to be issued
|
- | 1,500 | ||||||
Notes
Payable -short term
|
- | 191,257 | ||||||
Total
current liabilities
|
37,497 | 246,681 | ||||||
LONG
TERM LIABILITIES
|
||||||||
Note
payable -long term
|
- | 133,021 | ||||||
TOTAL
LIABILITIES
|
37,497 | 379,702 | ||||||
STOCKHOLDERS' EQUITY
|
||||||||
Preferred
stock, par value $10 per share; 10,000,000 shares authorized in 2008 and
2007 and 0 and 0 shares issued and outstanding at September 30, 2008 and
2007, respectively
|
- | - | ||||||
Common
stock, par value $.001 per share; 325,000,000 shares authorized in 2008
and 2007 and 17,122,896 and 16,628,917 shares issued and 16,052,896 and
16,928,917 outstanding at September 30, 2008 and 2007,
respectively
|
17,123 | 16,929 | ||||||
Additional
paid-in capital
|
628,535 | 627,380 | ||||||
Retained
earnings (accumulated deficit)
|
(195,332 | ) | (363,991 | ) | ||||
450,326 | 280,318 | |||||||
Less:
Cost of treasury stock, 1,070,000 shares
|
(15,039 | ) | - | |||||
Total
stockholders' equity
|
435,287 | 280,318 | ||||||
TOTAL
LIABILITIES AND STOCKHOLDERS' EQUITY
|
$ | 472,784 | $ | 660,020 |
2008
|
2007
|
|||||||
REVENUES
|
||||||||
Financing
income
|
$ | 481,743 | $ | 228,525 | ||||
Gain
on sale of finance receivables
|
36,910 | 18,344 | ||||||
Service
income and other
|
89,551 | 106,075 | ||||||
Total
revenues
|
608,204 | 352,944 | ||||||
COSTS
AND EXPENSES
|
||||||||
Selling,
general and administrative
|
523,056 | 633,064 | ||||||
Total
costs and expenses
|
523,056 | 633,064 | ||||||
INCOME
(LOSS) FROM OPERATIONS
|
85,148 | (280,120 | ) | |||||
OTHER
INCOME (EXPENSES)
|
||||||||
Other
income (loss)
|
32,340 | (25,205 | ) | |||||
Forgivess
of debt
|
62,899 | - | ||||||
Interest
income
|
8,193 | 3,330 | ||||||
Interest
expense
|
(19,921 | ) | (42,699 | ) | ||||
Total
other income (expenses)
|
83,511 | (64,574 | ) | |||||
INCOME
(LOSS) BEFORE PROVISION FOR INCOME TAXES
|
168,659 | (344,694 | ) | |||||
PROVISION
FOR INCOME TAXES
|
- | - | ||||||
NET
INCOME (LOSS)
|
168,659 | (344,694 | ) | |||||
LESS
PREFERRED STOCK DIVIDEND
|
- | (20,000 | ) | |||||
NET
INCOME (LOSS) APPLICABLE TO COMMON STOCK
|
$ | 168,659 | $ | (364,694 | ) | |||
INCOME
(LOSS) PER COMMON SHARE, BASIC
|
$ | 0.01 | $ | (0.02 | ) | |||
INCOME
(LOSS)PER COMMON SHARE, FULLY DILUTED
|
$ | 0.01 | $ | - | ||||
WEIGHTED
AVERAGE SHARES OUTSTANDING, BASIC
|
17,108,901 | 16,944,150 | ||||||
WEIGHTED
AVERAGE SHARES OUTSTANDING, DILUTED
|
19,004,901 | 16,944,150 |
Additional
|
||||||||||||||||||||||||||||||||||||
Preferred
|
Common Stock
|
Paid-In
|
Treasury Stock
|
Accumulated
|
||||||||||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Shares
|
Amount
|
Deficit
|
Total
|
||||||||||||||||||||||||||||
BALANCE,
SEPTEMBER 30, 2006
|
80,000 | $ | 800,000 | 17,808,917 | $ | 17,809 | $ | - | - | $ | - | $ | 703 | $ | 818,512 | |||||||||||||||||||||
Issuance
of common stock - exercise of warrants (200,000 shares issued at $.0075
per shares)
|
- | - | 200,000 | 200 | 1,300 | - | 1,500 | |||||||||||||||||||||||||||||
Repurchase
of 2,000,000 shares of common stock for $ .10 $ per share
|
- | - | (2,000,000 | ) | (2,000 | ) | (198,000 | ) | - | (200,000 | ) | |||||||||||||||||||||||||
Conversion
of 80,000 preferred shares to 800,000 common shares
|
(80,000 | ) | (800,000 | ) | 800,000 | 800 | 799,200 | - | - | |||||||||||||||||||||||||||
Conversion
of $20,000 preferred stock dividend payable to 70,000 common
shares
|
70,000 | 70 | 19,930 | 20,000 | ||||||||||||||||||||||||||||||||
Repurchase
of 150,000 shares of common stock for $ .01 per share
|
- | - | (150,000 | ) | (150 | ) | (14,850 | ) | (15,000 | ) | ||||||||||||||||||||||||||
Preferred
stock dividend
|
(20,000 | ) | (20,000 | ) | ||||||||||||||||||||||||||||||||
Conversion
of extra $20,000 preferred stock dividend payable to 200,000
common shares
|
- | - | 200,000 | 200 | 19,800 | 20,000 | ||||||||||||||||||||||||||||||
Net
income (loss) for the year ended September 30, 2007
|
- | - | - | - | - | (344,694 | ) | (344,694 | ) | |||||||||||||||||||||||||||
BALANCE,
SEPTEMBER 30, 2007
|
- | $ | - | 16,928,917 | $ | 16,929 | $ | 627,380 | - | $ | - | $ | (363,991 | ) | $ | 280,318 | ||||||||||||||||||||
Issuance
of common stock - exercise of warrants (200,000 shares issued at $.0075
per shares)
|
200,000 | 200 | 1,300 | - | 1,500 | |||||||||||||||||||||||||||||||
cancelled 6,021
shares of common stock for $ .025 per share
|
- | - | (6,021 | ) | (6 | ) | (145 | ) | (151 | ) | ||||||||||||||||||||||||||
Repurchase
of 1,070,000 shares of common stock for $
.014 per share
|
- | - | 1,070,000 | (15,039 | ) | (15,039 | ) | |||||||||||||||||||||||||||||
Net
income (loss) for the year ended September 30, 2008
|
- | - | - | - | - | 168,659 | 168,659 | |||||||||||||||||||||||||||||
BALANCE,
SEPTEMBER 30, 2008
|
- | $ | - | 17,122,896 | $ | 17,123 | $ | 628,535 | 1,070,000 | $ | (15,039 | ) | $ | (195,332 | ) | $ | 435,287 |
2008
|
2007
|
|||||||
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
Net
income (loss)
|
$ | 168,659 | $ | (344,694 | ) | |||
Adjustments to reconcile net
income (loss) to net cash (used in) operating
activities:
|
||||||||
Forgiveness
of debt
|
(62,899 | ) | ||||||
Changes
in Certain Assets and Liabilities
|
||||||||
Proceeds
from sale of portfolio - net of gain
|
177,545 | 227,907 | ||||||
Acquisition
of finance receivables, net of buybacks
|
(201,982 | ) | (345,806 | ) | ||||
Collections
applied to principal on finance receivables
|
158,291 | 593,235 | ||||||
(Increase)
decrease in prepaid expenses
|
302 | (1,241 | ) | |||||
(Decrease)
increase accrued expenses
|
(16,427 | ) | 19,871 | |||||
(Decrease)
in income taxes
|
- | (1,900 | ) | |||||
Net
cash provided by operating activities
|
223,489 | 147,372 | ||||||
CASH
FLOWS FROM FINANCING ACTIVITIES
|
||||||||
Payments
on notes payable
|
(261,379 | ) | (261,982 | ) | ||||
Proceeds
from notes payable
|
- | 300,000 | ||||||
purchase
of retired common stock
|
(151 | ) | - | |||||
Increase
in liability for stock to be issued
|
- | 1,500 | ||||||
Repurchase
of retired common stock
|
(55,000 | ) | ||||||
Repurchase
of treasury stock
|
(15,039 | ) | - | |||||
Net
cash (used in) financing activities
|
(276,569 | ) | (15,482 | ) | ||||
NET
INCREASE (DECREASE) IN CASH
|
(53,080 | ) | 131,890 | |||||
CASH
AND CASH EQUIVALENTS - BEGINNING OF YEAR
|
286,530 | 154,640 | ||||||
CASH
AND CASH EQUIVALENTS - END OF PERIOD
|
$ | 233,450 | $ | 286,530 | ||||
SUPPLEMENTAL
DISCLOSURE OF CASH FLOW INFORMATION
|
||||||||
Issuance
of Common Stock for:
|
||||||||
Conversion
of notes payable
|
$ | - | $ | - | ||||
Conversion
of preferred stock
|
$ | - | $ | 800,000 | ||||
Conversion
of preferred stock dividend payable
|
$ | - | $ | 40,000 | ||||
CASH
PAID DURING THE YEAR:
|
||||||||
Interest
expense
|
$ | 19,921 | $ | 42,699 | ||||
Income
taxes
|
$ | - | $ | - |
NOTE
1-
|
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
|
|
A.
|
THE COMPANY AND
PRESENTATION
|
|
B.
|
FINANCE
RECEIVABLES
|
NOTE
1-
|
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
|
|
B.
|
FINANCE RECEIVABLES
(CONTINUED)
|
NOTE
1-
|
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
|
|
B.
|
FINANCE RECEIVABLES
(CONTINUED)
|
2008
|
2007
|
|||||||
Balance
at beginning of year October 1, 2007 and 2006
|
$ | 372,249 | $ | 847,584 | ||||
Acquisition
of finance receivables - net
|
201,982 | 345,807 | ||||||
Cash
collections applied to principal
|
(158,291 | ) | (593,235 | ) | ||||
Sale
of portfolio - net of gain
|
(177,545 | ) | (227,907 | ) | ||||
Balance
at the end of the year
|
$ | 238,395 | $ | 372,249 | ||||
Estimated
Remaining Collections ("ERC")*
|
$ | 606,620 | $ | 984,907 |
|
C.
|
PRINCIPLES OF
CONSOLIDATION
|
|
D.
|
CASH AND CASH
EQUIVALENTS
|
|
E.
|
INCOME
TAXES
|
NOTE
1-
|
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
|
|
F.
|
USE OF
ESTIMATES
|
|
G.
|
STOCK-BASED
COMPENSATION
|
NOTE
1-
|
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
|
|
H.
|
REVENUE
RECOGNITION
|
|
I.
|
EARNINGS (LOSS) PER
SHARE OF COMMON STOCK
|
September 30,
2008
|
September 30,
2007
|
|||||||
Net
income (loss)
|
$ | 168,659 | $ | (344,694 | ) | |||
Weighted-average
common shares Outstanding
(Basic)
|
17,108,901 | 16,944,150 | ||||||
Weighted-average
common stock Equivalents
|
||||||||
Stock
options
|
950,000 | - | ||||||
Warrants
|
946,000 | - | ||||||
Weighted-average
common shares Outstanding
(Diluted)
|
19,004,901 | 18,840,150 |
NOTE
1-
|
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
|
|
J.
|
RECENT ACCOUNT
PRONOUNCEMENTS
|
NOTE
1-
|
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
|
|
J.
|
RECENT ACCOUNT
PRONOUNCEMENTS (CONTINUED)
|
NOTE
1-
|
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
|
|
J.
|
RECENT ACCOUNT
PRONOUNCEMENTS (CONTINUED)
|
NOTE
2-
|
NOTES
PAYABLE
|
|
A.
|
The
Company issued on April 10, 2006 a private convertible note offering in
the amount of $300,000. The company intended to repay the holder of the
convertible note in 18 payments of $ 18,155 from the date of issuance of
the convertible note at a rate of 11% per annum on or before October 7,
2007 (the “Maturity Date”) However the Company repaid $116,000 of the
principal on May 11, 2006. The repayment terms, as of May 11, 2006 were
restated as $11,738, per month until October 7, 2007. The interest rate of
11% per annum will not change. The note was paid in full on March 31,
2007.
|
|
B.
|
The Company issued
on October 30, 2006 a note payable for the value of $150,000 in exchange
for the retirement of 2,000,000 shares of common stock for $200,000. The
company paid $50,000 in cash and issued a note payable of $150,000 for the
balance. The terms are as follows: The Company is currently paying $3,000
per month. The note had an outstanding balance of $102,899 as of December
31, 2007. During the month of January 2008 the note was repaid in full for
a discounted value of $40,000. The amount of $62,899 was recognized as
income.
|
|
C.
|
The
Company issued on January 8, 2007 a private note offering in the amount of
$300,000. The Company intends to pay the holder of the note in 24 fixed
monthly payments of $14,546 from the date of issuance of the note at a
rate of 15% per annum on or before January 9, 2009 (the "Maturity Date”).
The note was repaid in full during the year ended September 30,
2008.
|
NOTE
2-
|
NOTES PAYABLE
(CONTINUED)
|
Principal Due
|
Principal Due
|
|||||||
Schedule
of Long- Term Notes Payable
|
September 30, 2008
|
September 30, 2007
|
||||||
Notes
Payable
|
$ | - | $ | 324,278 | ||||
Less:
Current Portions
|
- | (191,257 | ) | |||||
Total
Long term notes payable
|
$ | - | $ | 133,021 |
2008
|
$ | - | $ | 191,257 | ||||
2009
|
- | 36,000 | ||||||
2010
|
- | 36,000 | ||||||
2011
|
- | 36,000 | ||||||
2012
|
- | 25,021 | ||||||
Total
Notes Payable
|
$ | - | $ | 324,278 |
NOTE
3-
|
STOCK
OPTIONS
|
NOTE
4-
|
WARRANTS
|
NOTE
5-
|
INCOME
TAXES
|
NOTE 5-
|
INCOME TAXES
(CONTINUED)
|
September 30,
|
September 30,
|
|||||||
2008
|
2007
|
|||||||
Deferred
tax assets
|
$ | 68,373 | $ | 127,397 | ||||
Less:
valuation
|
(68,373 | ) | (127,397 | ) | ||||
Totals
|
$ | - | $ | - |
NOTE
6-
|
STOCK HOLDERS’
EQUITY
|
NOTE
6-
|
STOCK HOLDERS’
EQUITY (CONTINUED)
|
NOTE
7-
|
RELATED
PARTY
|
Name
|
Age
|
Present
Principal Employment
|
||
Max
Khan
|
42
|
Director,
President, CEO and CFO
|
||
Gobind
Sahney
|
47
|
Chairman
|
||
Steven
Lowe
|
48
|
Director
and Secretary
|
SUMMARY
COMPENSATION TABLE
|
|||||||||||||||||||||||||||||||||
Salary
|
Bonus
|
Stock
Awards
|
Option
awards
|
Non-equity
incentive
plan
compensation
|
Change
in
pension
value
and
non
qualified
deferred
compensation
|
All
Other
Compensation
|
Total
|
||||||||||||||||||||||||||
Name and principal position
|
Year
|
($)
|
($)
|
($)
|
($),
(a)
|
($)
|
($)
|
($)
|
($)
|
||||||||||||||||||||||||
Max
Kahn, President, Chief Executive Officer, Chief Financial Officer
(1)
|
2008
|
$ | 100,000 | -0- | -0- | -0- | -0- | -0- | -0- | $ | 100,000 | ||||||||||||||||||||||
2007
|
$ | 100,000 | -0- | -0- | -0- | -0- | -0- | -0- | $ | 100,000 | |||||||||||||||||||||||
2006
|
$ | 100,000 | -0- | -0- | -0- | -0- | -0- | -0- | $ | 100,000 | |||||||||||||||||||||||
Steven
Lowe
Director
and Secretary (2)
|
2008
|
-0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- | ||||||||||||||||||||||||
2007
|
-0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- | |||||||||||||||||||||||||
2006
|
-0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- | |||||||||||||||||||||||||
Gobind
Sahney
Chairman
of the Board (3)
|
2008
|
-0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- | ||||||||||||||||||||||||
2007
|
-0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- | |||||||||||||||||||||||||
2006
|
-0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- |
NAME AND ADDRESS
BENEFICIAL OWNER
|
AMOUNT
AND
NATURE
OF
BENEFICAL
OWNERSHIP
|
PERCENT OF CLASS
|
|||||
Gobind
Sahney
|
870,000
|
5.08
|
%
|
||||
Lisa
Sahney Trust
|
1,740,000
|
10.17
|
%
|
||||
Max
Khan
|
2,900,000
|
16.95
|
%
|
||||
Mehtab
Sultana
|
1,300,000
|
7.59
|
%
|
||||
Steven
Lowe (1)
|
50,000
|
|
|||||
All
Directors and Officers as a group (3 persons)
|
3,820,000
|
22.03
|
%
|
September
30,
2008
|
September
30,
2007
|
|||||||
Audit
Fees
|
$ | 27,500 | $ | 24,000 | ||||
Audit
Related Fees
|
$ | $ | 5,000 | |||||
Tax
Fees
|
$ | 1,500 | $ | 0 | ||||
All
Other Fees
|
$ | 0 | $ | 0 | ||||
Total
|
$ | 29,000 | $ | 29,000 |
/s/
Max Khan
|
|
By:
Max Khan
|
|
Chief
Executive Officer, Chief Financial/Accounting Officer, and
Director
|
|
Date:
December 29, 2008
|
|
/s/
Max Khan
|
By:
Max Khan
|
Chief
Executive/Accounting Officer, Chief Financial Officer and
Director
|
Date:
December 29, 2008
|
/s/
Gobind Sahney
|
By:
Gobind Sahney
|
Chairman
of the Board
|
Date:
December 29, 2008
|
By:
Steven Lowe
|
Director
|